The Amazing Spider-Man: Tangled Webs
by Sybil Silverphoenix
Summary: Spider-Man has to deal with not one, not two, but multiple foes… The Sinister Six… as he struggles to balance his home life with Aunt May, selling photos to the Daily Bugle where he meets a certain redheaded amateur reporter named Mary Jane, and a paid internship at Stark Tower where he has been taken under Tony Stark's mentoring wing. How is Peter Parker going to handle this?
1. Chapter 1

**The Amazing Spider-man: Tangled Webs**

**Plots and Schemes**

The last several weeks have been a boon for Peter Parker. Starting with Tony Stark offering him a paid internship at Avengers Tower at the beginning of the summer where he gets to train with the Avengers and tinker on new tech while Tony Stark mentors him and pushes him to think quicker and be better. Together they have developed a synthetic web fluid since Peter can't get the webbing from Oscorp anymore. Natasha Romanoff as been training him to be a better fighter as well… and Peter has developed something of a 'school boy' crush on the former spy. He hates to admit it… but he is jealous of Captain America, who still has yet to show up by the way, which is just crude. Peter would never leave a gorgeous woman unattended for so long, but going down that line of thought could get him into trouble.

One thing Peter has been doing to take his mind off of the beautiful redhead, is going out and patrolling the streets… stopping petty thief and gang violence, even stopping schoolyard bullies from picking on other kids. Usually, Peter sets up his camera and takes photos of 'Spider-man' swinging around… though this late afternoon as he swings his way towards Avengers Tower from the West Side, Spider-man's spidey sense tingles and he spots some gang members in a heated argument, so he decides it's time to take some photos of Spider-man in action for once. He sets up his digital camera on a ledge to take photos every three seconds and drops down just as things starts to escalate.

"You wanna rip me off, B-Ron." One thug in red says as he pulls out a 9-mm hand gun and points it side ways at the skinny guy in a white tank top with baggy pants who starts sputtering. Before the trigger is squeezed, a web line snags the gun and it is ripped out of the thug's hand. "What the hell?" Everyone looks up.

"That's no way to settle things, fellas." Spider-man says as he repels down head first still a good twenty feet over their heads. "How about we talk this out in a civilized manner?"

"It's the Bug Boy!" Another gangster in red says and the group of four pull out their hand guns. As they start to fire, Spider-man flips off the brick building and quickly fires four web bullets which cover the guns and hands holding them. The guy in white runs away.

"Where do you think you're going?" Spider-man says as he tags the fleeing drug dealer with a web line and jumps up to attach the line to a fire escape. He then flips away just as one of the thugs below pulls the webbing from his gun and starts to fire again. Spider-man lands easily behind him and sweeps his feet out from under him and quickly cocoons him in webbing.

"Looks like you're all tied up at the moment." Spider-man quips. He then notices the other thugs start to run away. He fires out two web lines at two thugs running in opposite directions and attaches those lines together then flips away. As they run, the now single line grows taut and they are pulled backwards until they collide back to back. Their heads hit and they knock each other out.

"Now that's usin' your heads." Spider-man says with a chuckle and casually flicks out a long reaching line to catch the final gang member who falls to the sidewalk on his face and is dragged back by Spider-man.

"Well, looks like my work is done here. Now you guys need to learn from this that crime doesn't pay. In fact, do something more constructive with your lives than sell drugs, please." Spider-man says then looks down and sees a gathering crowd on the street below. "Call the boys in blue to take these drug dealers in!" Spider-man declares down to the crowd.

"Thank you, Spider-man!" A kid calls out from below.

"All in a day's work for your Friendly Neighborhood Spider-man!" He then says and offers a salute before he jumps away and swings off on a web line. He then doubles back taking another route and collects his camera. Spider-man is walking along the roof and checking the images on the display. He nods at how good the shot is of him taking the gun away during his entrance. His spidey sense then tingles and he flips up as an arrow comes sailing in. He lands and as he does another arrow whizzes in and bursts. The bola catches his hand and secures him to the fire escape.

"Don't get sloppy, kid." Comes a cool voice over his earbud comlink and Spider-man looks in the direction the last arrow was fired from.

"Hawkeye!" Spider-man says as he dangles there and sees the archer cleaning his light purple-hued sunglasses. "Do you mind? I was working." Spider-man adds annoyed. If Hawkeye is in town then that means Natasha is out guarding Pepper Potts to where ever she's gone off to… L.A. most likely, but one never knows.

"Someone has to keep an eye on you." Hawkeye says with a smirk as Spider-man frees himself and flips down to stand next to the archer. "And Tony wanted me to give you this." Hawkeye adds and tosses Spider-man a key on a key ring with a dangle of his spider logo.

"What's this to?" Spider-man then asks.

"Follow me and find out." Hawkeye says and fires a grapnel arrow up. It sets in place and the archer is pulled away up to the roof of the next building. Spider-man follows by jumping then throwing two web lines, he pulls back, and slings himself up. He lands gracefully on the high roof edge as Hawkeye walks away towards the coolest looking motorcycle Peter Parker has ever laid eyes on. It is black with red accents and raised web lines that are chromed on the tank and body. The wheels are wide… wider than Peter thinks they should be.

"Seriously? Stark gave me this?" Spider-man asks excited and dumbfounded at once as he walks around it.

"Sure did." Hawkeye starts. "Said something about how he didn't want you wasting all of your webbing on traveling across the city."

"How did you get it up here?" Spider-man then asks curiously. Hawkeye grins.

"That's the cool part… this bike isn't like any other bike anywhere." Hawkeye then says and hops on. "You start it. Make sure you put the kickstand up then take it for a spin. It has swiveling web shooters on the bottom so you can ride the wires, Spidey. Hop on and I'll show ya what it can do before you kill yourself on it."

"This bike is so awesome." Spider-man says as he complies eagerly and sits behind Hawkeye. He holds the seat behind him rather than Hawkeye.

"You might wanna hold on tight." Hawkeye cautions as he fires up the engine and it purrs.

"I'm NOT holdin' on to another dude… besides, I have-" Spider-man starts but the back tire squeals and they shoot forward and go flying off the edge. "Sticky hands!" Spider-man finishes as he screams and holds onto the seat for dear life. Hawkeye smirks and hits the spider logo on the tank and suddenly a web line shoots out and strikes the ledge of another building's roof as one simultaneously fires out the back. They ride down the line and onto the roof then repeat this process until Spider-man is laughing and cheering. Hawkeye then brings it to a stop on a roof several blocks from where they started.

"That was… AWESOME!" Spider-man says as he bounds off the bike excitedly and hops about pulling a series of fist pumps. "Can I drive it now, pleasepleaseplease PLEASE?" Spider-man then begs. Hawkeye rolls his eyes and gets off the bike.

"If you can start it and travel on a web line… then I'll let you drive us back to the Tower." Hawkeye says and watches with crossed arms as Spider-man hops on and starts the bike.

"Start it. Kickstand. Throttle!" Spider-man says and screams as he takes off and goes over the edge of the building. He quickly drops a web line and rides it down to another roof where he slides the bike around as he skids to a stop. He then races back up the web line to the roof where Hawkeye waits.

"I think I'm getting the hang of this." Spider-man then says with a chuckle to the archer. "Hop on, Birdie." He then adds.

"Excuse me, Bug Boy?" Hawkeye says with a cold look.

"Erm… uh, I mean… Hawkeye, sir." Spider-man corrects quickly and Hawkeye straddles the bike behind Spider-man.

"Stay on the rooftops… I really don't want anyone to see me riding behind you. It will not bode well for our reputations in the public's eye." Hawkeye then says.

"Alrighty then." Spider-man says and turns the bike to face Avengers Tower. They go off the roof with Spider-man cheering and ride the web lines there.

* * *

><p>Harry Osborn paces his darkened room at his lavish apartment in lower Manhattan. He is sullen and more than a little angry that his failed attempt to collect a blood sample from his so-called friend Peter Parker several months ago. His condition has stabilized… for now… thanks to the experimental serum he took and the exo-suit he got from Oscorp's 'treasure chest'. At least that's what he's been calling it. He has to wear the armor more often than not that last few weeks and is getting fed up with waiting for a cure… though he has one of his father's former scientists, a certain Dr. Otto Octavius, working on improving the serum.<p>

Harry stops as he looks in a mirror and notices the pointy ears that never seemed to go away after his first use of the serum… the engineered spider venom… that keeps his genetic disorder at bay. He looks pale and 'green around the gills' so to speak.

"Damn you Peter Parker!" Harry yells and smashes the mirror with his fist. It shatters and the pieces fall to the hardwood floor where they facture and each reflective shard contains a fragment of Harry's face held within as they lay about the disgraced rich boy's feet. He sneers down at the disjointed image of himself.

"Temper, temper." Comes the cold detached voice though it holds a smirk within as the owner speaks to the angry young man. Harry turns to regard the owner the voice… a short man dressed in a black suit with a black fedora that shadows his older face. Gustav Fiers. "You know your anger only intensifies your symptoms." Mr. Fiers adds as he approaches Harry.

"Is Doctor Octavius closer to refining the serum?" Harry asks as he calms himself though he still wears a scowl. "You know that's the only answer I care to hear… unless you wish to speak to me about recruitments for Project Sinister Six."

"Doctor Octavius has managed to refine the serum as far as he can… without a blood sample from Spider-man that is." Fiers says coolly and Harry growls his displeasure. "Though I think I have found a solution to the acquisition of a sample." He then adds and Harry looks at him with hopeful eyes.

"Tell me?" Harry commands.

"Well… she will require a sizable amount of money to pull it off." Fiers replies.

"Money is not a problem." Harry says without thinking.

"As far as your money is concerned. Your funds have limits and with Oscorp getting such bad press over the last year… well, things are getting harder on the business end." Fiers says cautioning Harry.

"We'll make it work." Harry snaps then calms himself before looking at Mr. Fiers once more. "When do I meet this… Lady?" Harry then asks.

"Actually… you've already met her." Fiers says casually. "Her name is Felicity Jones."

"My assistant?" Harry asks skeptically.

"Yes, she is more than a pretty face with good business sense." Mr. Fiers starts. "She has… other talents as well."

"And how will these talents be used to my advantage?" Harry asks.

"I have sent her to where Peter Parker frequents… Avengers Tower." Mr. Fiers says and Harry snaps his gaze back to the man in black.

"If she is discovered by Tony Stark or any of those other freaks that work with him-" Harry starts hotly. "I cannot risk drawing the attentions of the so-called team of Earth's mightiest heroes to my schemes."

"Ms. Jones will handle things… discreetly. I can assure you of that." Fiers says.

"Stark's already seen to aiding Spider-man take down the first of my Sinister Six." Harry starts and moves away. "Has the new Rhino suit been upgraded?" Harry then asks as he turns on his heel at the door.

"Yes, and the Vulture wing suit is ready as well. I want you to meet the men who will don these devices. You'll find them to be very interesting no doubt." Says the man in black as he smiles.

"We shall see about that. I will meet them at the warehouse shortly. First… I need to get ready." Harry says as he narrows his eyes then turns and enters his bedroom.

* * *

><p>Spider-man and Hawkeye scale the outside of Avengers Tower on a web line as they take the new bike up to the heli-pad. The bike skids to a stop as they crest the lip of the balcony and Hawkeye dismounts.<p>

"So who had more fun driving the Spidey-bike?" Tony asks as he walks out to greet the two.

"I LOVE IT!" Spider-man says as he bounds over to Tony and shakes his hand.

"Next time… park it in the garage." Tony says and Spider-man agrees and hurries inside. Hawkeye then strolls around the bike and looks up as Tony approaches.

"You owe me one of these." The archer says with a smile to the billionaire.

"Whatever." Tony says then gives Hawkeye a pointed look and the archer's smile fades a little. "Cap called. He needs some help on his European trip."

"So? Send Romanoff… I'm sure she'd be more than willing to help her new boy toy." Hawkeye says with some distain.

"She's going… and so are you, so get over this grudge, please… or I'll clip your wings, Bird Boy." Tony says then starts to head back inside. "Oh, you will be leaving in an hour just so ya know." Hawkeye sighs as he walks next to Tony.

"So do you wanna talk about it at least?" Tony then offers as he stops the sullen archer who gives the billionaire a wane glare. "All right then if you wanna carry it… then carry it." Tony then says and starts to turn.

"It's…" Clint starts then sighs. "It's just that… I really cared about Natasha. Hell, I still do… but I always thought she'd open up fully to me, eventually."

"Well, the Good Captain has a way of getting everyone to like him… as well as to trust him." Tony says with a shrug.

"Not helping." Clint groans.

"Look… Clint." Tony says as he places a hand on Hawkeye's shoulder. "Natasha is a very secretive lady… and I bet, no… I know that she sees you as a true friend. So stop acting all distant with her and try."

"Try what?" Clint asks with some heat.

"To be her friend." Tony answers. "You were the one that saw something in her."

"She was ready for a change." Clint says and sighs.

"She was… and change has come again. So just be there for her. Whatever she decides to do." Tony says and offers a small smile. Clint slowly nods his head.

"You're right." Clint starts. "I've been a jealous prick. That's so unlike me."

"One of those 'personality' things from He-Who-Must-Not-Be-Named, huh?" Tony says and starts to chuckle though Hawkeye glares at him again.

"Yeah, whatever." Clint then says with a sigh and the two men enter the penthouse floor.

"So did anything exciting happen this afternoon?" Tony asks Peter as he comes back to the lounge area after changing. Peter scratches the back of his head and shrugs.

"Nothin' I couldn't handle." Peter starts then pulls out his camera. "I got some sweet photos of Spider-man taking down some gang members. I'm gonna sell some to the Bugle."

"Let me see?" Tony asks and Peter hands over the camera. Tony starts going through the various photos. "Some of these are gems. They'll just be wasted on that old Fossil Jameson at the Daily Bugle who sees your alter-ego as nothing more than a menace. Give him one good one and take the rest to some other papers. Wouldn't that really stick in J.J.'s craw if some better pics were in more respectable papers." Tony adds and laughs.

"You think so?" Peter asks.

"Yeah… you should do it first thing tomorrow. In fact, JARVIS can help you out with getting into contact with some of the other papers here in town." Tony says then wraps his arm around Peter's shoulder. "Now, we've got work to do, Pete."

* * *

><p>"This is Adrian Drago…" Mr. Fiers says as he gestures to the grim looking balding man. Harry shakes his hand yet eyes him all the same as Adrian squeezes his hand harder. He squeezes back and watches as Adrian winces slightly. Harry's strength has been augmented by the serum he took so now he isn't as weak as he looks. "And this is Alex O'Hirn." Fiers adds as he gestures to the dark haired man next to Adrian.<p>

"My friends call me 'Blackie'." Adrian says with his gruff accented voice. He sounds like he might be British… or Australian, it's thin so it's a little harder to tell.

"I can see why… if your mood is any indicator." Harry says with a cocky smirk as he back steps from the two men, but before Adrian can say anything… Harry continues. "Gentlemen, I have hired you on for a fun adventure of mayhem and villainy."

"What do you want us to do?" Adrian asks as he eyes Harry.

"Why that's simple… we are going to rob the Federal Reserve of all its gold." Harry answers with a chuckle and a wide grin.

"Are you mad?" Adrian says.

"No… just desperate." Harry says with a frown then sneers, "I detest being ground under the heel of those who'd see me to ruin. So I'm going to take what is owed to me… and more… much, _much_ more."

"What of the Avengers or this newcomer… Spider-man?" Adrian then asks.

"Yeah, we're just two guys." Alex adds in his Irish accent.

"Funny you should ask…" Harry says then pulls the tarp off the table behind him… it's his glider and armor. He hops up onto the glider and steps into his armor and a mad glint fills his eyes as he lets the venom take him over. "Curtsy of OsCorp Industries… I give to you… the Vulture flight suit…" The lights illuminate a corner of the warehouse room then as the transformed Harry flies over and the green tinted wings and jet pack are revealed along with a tech armor suit similar to Harry's.

"Capable of speeds excess of three hundred miles per hour with maneuverability enough to manage the tight spaces of urban aerial combat… not to mention a body suit of multi-layered OsCorp designed bio-filaments and military grade scale armor. It also has some unique bio-features that allow this armor to heal you as soon as you are injured. It makes you stronger, faster, and tougher to kill. Work for me… and it is yours Adrian Drago." Harry then hovers over to the other side of the room that is still darkened. As it lights up it reveals…

"Behind door number two! We have this bad boy… a combat ready mech-suit capable of going toe-to-toe with Tony Stark's Iron man armor-" Harry starts as he talks about the large hominoid looking suit with a rhino's head.

"It's a fookin' Rhino… and I watched the news, sweetheart. Iron man kicked the Rhino's arse during its first appearance." Alex says through his Irish accent. Harry turns and his glider moves him to come face to face with Alex O'Hirn.

"That was the old suit… this one has been designed specifically to handle the preening billionaire… should he show up that is." Harry says as he crouches upon his hovering glider. "It will make you as strong as that green giant brute, The Hulk… so you'll be more than enough to take on any challenge we face."

"Fine. As long as I get my share… I'm in." Alex says as he agrees to the task.

"We'll wait for the perfect moment to strike, gentlemen. Until then acquaint yourselves to your new toys but don't draw attention… at least not yet." Harry says as he moves away from them upon his glider. He allows them the time to get ready. Alex steps into the new Rhino mech-suit and it closes around him easily. Adrian takes longer as he has to get into the body suit and helmet first.

"Part of me thought this suit was silly…" Adrian starts but he slides the last latch closed and presses a button on the display of his left forearm that serves as a control panel… and the wings fold out and the jet pack starts. "But now… I find it kinda bad-ass." Adrian finishes and grabs the handles at the second joint of each wing. He then flies up into the air and hovers.

The Rhino suit kicks at the restrains of the transport box the suit was brought in and steps out and raises to its full twelve foot height. It then rolls its shoulders and slams its fists together with a mighty clang. He then walks forward and starts to run. The horned head and broad shoulders lower just before impacting the warehouse's brick wall and the Rhino goes right through it. He stands tall and turns to face his fellows.

"I think I might come ta like this fookin' suit." Alex's voice says over the intercom.

"To the sewers, Rhino. Your head's up display will guide you to your destination." Harry says as he goes through the hole created by the Rhino.

"Where are we going then?" Alex asks in his Irish accent.

"To gather the last member of our little team…" Harry says with a wicked smile then zooms off. Adrian shots out of the hole as well and flies high skimming past, around, and over buildings as they go. He follows the path projected as it is displayed in his goggles. As he passes through an alleyway, he notices how his wings cut through a few lines with clothes hanging on them. In no time at all it seems, the two fliers arrive on the Brooklyn shore just a short ways down from the Ravencroft Institute. Adrian lands as Harry hovers.

"Now what?" Adrian asks.

"Now we wait… Vulture." Harry says with a smile. Ten minutes pass and the Rhino mech-suit comes out of the water. It struts up to the two waiting men.

"Fook me. I'm really happy this thing's water-proof." Alex says as the head goes up and the chest sections part to reveal the man inside. "I figured stompin' across the Brooklyn Bridge was out of the question, so I swam."

"Okay… so I'm the Vulture… he's the Rhino… what do we call you?" Vulture asks as he looks to their employer.

"Call me, Boss." Harry says with a wicked grin. "Alright, gentlemen… if you will step this way." Harry says from his glider. "Rhino… if you'd be so kind as to go and knock on the door."

"Sure thing, Boss." Alex says as the chest sections slide into place and the head comes down. The bulking metal suit then rushes across the park area they are in, goes right across the roadway through a chained fence cement post, and then straight into the security doors of the Ravencroft Institute's main entrance. The large mech-suit's rhino head swings around and shakes the metal frame from the long sharp horn then charges again. Adrian flies through the opening and lands. His wings fold up and tuck into the jetpack he is wearing. He doesn't say a word as a couple of security guards appear with taser wands and Blackie goes to work… In moments, the guards are taken out by the Vulture's fighting skills.

"Move on to the prisoner levels." Harry says as he comes through the smashed doors on his glider. "We are looking for Dr. Curt Connors. Once we have him… we blow this joint… literally."

"Right." Vulture says as he moves over to a computer station and wirelessly connects to them with his control panel on his left forearm. He starts looking up the roster of held prisoners in the facility. "Rhino, I'm uploading the cell location into your nav unit." Vulture says as Harry's glider spins in mid-air and he fires a short burst of rounds at some more guards.

"Got 'em." Rhino says and rushes to the left. His suit goes through the doors easily and he rampages down the hallway smacking guards out of his way and pounding into the walls every so often because of his sheer size.

* * *

><p>Dr. Curt Connors is sitting in his cell staring blankly at his missing left forearm as he thinks about Peter Parker and the lengths he went to for his own research… how he was willing to alter the lives of millions without their consent to be changed into lizard people. Funny how arrogant ambition can blind one and turn them into a tyrant. Dr. Connors sighs as his sits in reflection… then the rumbling starts and he doesn't know what to make of it.<p>

He gets up and tries to look through the slide on his heavy metal door, but it is no use since it is too narrow… though the rumbling gets closer until the white of the hall is dimmed as a figure moves in front of his door and stops. Dr. Connors moves back and jumps to his right as the door is impacted and a large metal suit comes crashing inside.

"Who the hell are you?! What do you want from me?" Dr. Connors asks in near-panic as he holds his right arm up before him out of instinct to protect himself.

"Tsk-tsk… Doc. We're your friends." Harry says as his glider enters the room. "And now it's time you came with us." He then adds with a wide grin.

"I'm not going anywhere with you!" Connors says in defiance.

"Is that so?" Harry asks as he leans forward and pouts. He then laughs and tilts back to move away. "Well, too bad… cause you're coming anyways!" Harry then says with a peel of wicked laughter. "My man, Vulture, here is going to take good care of you Dr. Connors… so try not to struggle or he'll have to knock you out. Oh… who am I kiddin'? Go ahead and struggle all you want!" Harry then says and laughs as Vulture grabs Dr. Connors by his right upper arm and leads him towards the entrance. Dr. Connors protests as he is pushed/walks to the entrance.

"I know my research was destroyed as qs my formulae. You couldn't have any use for me without those. Just forget me and leave me to serve my time." Connors prattles on.

"Oh, quit your whining!" Harry snaps as the four move outside. "Besides… I have a big surprise for you, Dr. Connors. You're gonna love it!" Harry says as his glider spins in the air. "Take him to OsCorp." Harry tells Vulture who nods his head then his wings unfurl and he blasts off into the air with Connors in his arms.

"You…" Harry then points at Rhino. "Disappear. Take the subways to OsCorp's lower station and hide the suit down there. Your nav unit will show you where. Then wait for my command." Harry says.

"On it." Rhino says and runs off for the water line. Soon the large mech-suit is gone and Harry flies off into the night sky laughing. The cluster of bombs he dropped on the roof starts to tick down until they beep rapidly then explode.

* * *

><p>Dr. Connors is laying face down on a gurney that he has been strapped to. He can't move, can't get away. He's trapped and he starts to panic. His eyes dart around and he notices a man standing next to him in a white lab coat. He sees the white of the surgical gloves and knows the man had picked something up… a needle? A scalpel? Connors feels the prick of the needle and the question is answered… soon darkness swallows him.<p>

"How is it going, Dr. Octavius?" Harry asks over the intercom.

"I just started. The patient is out and soon the neural inhibitor will be in place and you will have complete control over the Lizard." Dr. Otto Octavius says from behind his surgical mask. His metal arms lift and start assisting in the surgery. Harry smiles as he watches the video feed. His plan is coming together perfectly… the only thing to make this all sweeter still would be to finally have a blood sample from his old friend, Peter Parker. With any luck, that victory will come soon enough.

* * *

><p><strong>AN:** This chapter ties in with chapter one of **Siege Tactics**.

Adrian Drago in the Ultimate Spider-Man comics was modeled off of **Jason Statham** and I think it would be kick ass if they got him to play as The Vulture… so Vulture in this fic looks like Jason Statham. Alex O'Hirn, the new Rhino, I think **Norman Reedus** would be good as this character. He can pull off the Irish accent very well since he was in **Boondock Saints**, but I like his scruffy look in **The Walking Dead**, so think Irish Daryl while reading the parts with Rhino.


	2. Chapter 2

**Confrontations**

The next morning, Peter wakes up in his own bed at home. He rolls out and springs up then makes his way to the bathroom where he gets ready still dragging in a sleepy haze. He can already tell Aunt May is up because he smells coffee. Once he is dressed and ready for the day, he heads down stairs into the kitchen. He smiles when he sees that she has made a big breakfast of bacon, scrambled eggs, and French toast.

"Thanks, Aunt May… and good morning." He says as he gives her a peck on the cheek as he passes her sitting at the kitchen table reading the newspaper. The small TV on the counter is on and the news is going… it's the usual stuff… War in the Middle-East, Politics, something about 'The Mutant Problem', Ancient Alien Theory, blah-blah,… He is happily eating his large breakfast while his Aunt sips at her coffee.

"So how is your new job going at Stark Tower, Peter?" Aunt May asks as she folds her paper and sits it down. She looks concerned. She's been that way since it came out in the news that Bruce Banner is the Hulk… and Peter had told her after his first week of shadowing Tony Stark that he had met nearly all of the Avengers. Peter had reassured her that it was perfectly safe and that Dr. Banner was in control of himself (which was somewhat of a lie but has become the truth as things have gone on).

"It's Avengers Tower, now, remember? And it is going great. I'm learning so much!" Peter says with an excited smile. "Mr. Stark is letting me help him work on some fascinating projects to get 'hands-on' experience."

"He hasn't pressured you into drinking or partying has he? I know his reputation, Peter… and I just don't want to see you waste your potential." Aunt May says voicing her other concern about the Playboy billionaire corrupting her nephew. Peter rolls his eyes at this like he has for the last hundred times.

"No, Mr. Stark hasn't had me to any wild parties… or anything else crazy." Peter says to ease her worries. "I did go to a wine mixer he hosted a few weeks ago up in Martha's Vineyard… but all I did was take photos, I swear… no wine passed these lips." His Aunt May just gives him an incredulous look.

"As long as you don't pick up any of his bad habits then, Peter…" Aunt May starts and sighs not quite ready to admit that he is growing up. "I worry about you because I love you, Peter. I just want you to know that." She then says and offers a small smile as her eyes shine a little.

"I know, Aunt May. I love you, too." Peter says with a small smile of his own, all warm and grateful. He then puts his cleared plate and empty glass in the sink. He gives his Aunt a warm hug and then grabs his back pack. "I may be home late. Don't wait up." He then says as he starts out the door and rides his bicycle down the streets making his way towards the Roosevelt station where his dad had a secret lab.

Peter slips a token into the slot and waits for the tracks to open and the old subway car to lift into place. The token then slides out a newer slot lower down from which he retrieves it as he passes strolling to the secret lab. He sits his bag down. His 'Spidey-Bike' is to the right and his own personal lab/workspace is to the left. He has made this place his own little sanctuary away from the outside world.

He has worked on the subway car since he started his internship at Avengers Tower clearing away some of the outdated equipment and scoured the computer hard drives for any and all useful information. He's learned much about his father's project with the spiders.

Using the data from here, Peter worked out the right configuration to synthesize his webbing fluid and Stark now mass produces it. Peter creates new ways to utilize as more than just web lines. Not long after he started on at the Tower, Peter had worked out on weaving strands of the webbing to make a cloth which he believes could prove bullet proof. Turns out… he was right…

* * *

><p><em>A month ago…<em>

"So this is supposed to be bulletproof?" Clint asks as he watches Spider-Man take a sheet of some semi-transparent/pseudo-whitish looking cloth and secures it to a frame that allows it to rest against the surface of some ballistics gel Bruce helped to whip up and let set with sensors set up within at varying degrees from the surface of impact. There is even a pressure sheet over the surface and under the spider silk cloth. These will measure the depth, velocity-on-impact, PSI, etc so Bruce can gauge the Spider Silk against Nanomesh and Kevlar

"That's what we are about to find out." Spider-Man says as he does one last double check of the cameras and the cloth frame before he hurries back to the rail where Clint waits with his standard police issue 9mm Glock and Bruce mans the laptop displaying the camera feed. Spider-Man and Bruce plug their ears and wait.

"Okay… here goes nothing." Clint says as he sets his earmuffs in place, aims, and fires five shots in rapid secession… one to each corner and one in the direct center. The sound fades and Spider-Man scrambles down the ceiling of the firing range while Bruce reviews the footage from the hi-speed camera.

"This looks very promising Pe-erm… Spider-Man." Bruce says as he watches the bullets strike the cloth which gives a little but does not rip or tear. "The stopping power of this… cloth is amazing. Anchored like it is… the bullets only go about a quarter of an inch into the gel."

"A quarter of an inch, huh?" Spider-Man says as he comes back with the cloth in hand. "Guess I'll have to wear some padding under it."

"Some nanomesh-kevlar weave under it would be an excellent choice. That should reduce the punching effect to nothing more than a poke." Bruce suggests.

"Does the nanomesh-kevlar come in red and blue?" Spider-Man then asks curiously.

"It can." Clint says with a smirk as he points to his purple accent on his chest. Thor had claimed the Archer bore the rune _Algiz_ upon his breast… _'A fitting mark for you, Friend Archer. I understand why my brother took you into his service… Protection is what _Algiz_ stands for… you are a Guardian, a Defender, and when need be… an Avenger.'_

"Alright!" Spider-Man says enthusiastically snapping Clint from his thoughts. "Where do I fill out an order form?" The wall-crawler then asks looking between the scientist and archer as he dangles from the ceiling.

"Follow me." Clint says as he waves a hand for Spider-Man to follow.

"Remember, Spidey. You have an appointment with me in an hour." Bruce says before Spider-Man takes off.

"See you in an hour then Doc." Spider-Man says and flips down to sprint after Clint.

* * *

><p>Peter quickly dons his new spidey suit… it's red and blue, but the colors are slightly darker giving it a more 'tactical' look than costume feel. The lines on his outfit that look like webs are black that shimmers in the light and serves to anchor the special spider silk cloth rendering Spider-Man 'bullet-proof'. He checks the lens of his goggles as he taps the settings button through his cowl and shifts it through four increasingly darker shades before it clicks over to infrared then UV, a red tinted filter that reveals laser beams, and finally back to normal. Once everything is tested, Spider-Man hops on his Spidey-Bike and revs the electric motor to spin the tires as the back end of the train car opens… he then leaps out and his bike wheels split as he hits the button by his thrusters on the handlebar. He lands upon the tracks on all four tires and rides away on the tracks… Destination: Avengers Tower.<p>

* * *

><p>It's just another fine day on Wall Street around lunch hour… A gorgeous woman with long, wavy platinum-blonde hair wearing a black dress suit that hugs her figure nicely walks into the New York Branch of the Federal Reserve. Her name is Felicia Hardy a.k.a. The Black Cat… and today she will cross many paths.<p>

She had to break from her so-far three month long infiltration mission to run an 'errand' for Harry Osborn. She has come to sympathize for the spoiled rich kid, but she sometimes she wants to punch his lights out. After he pleaded her to help, he then told her what she needed to do switching from desperate to eager instantly. It unnerved her… but she's already in too deep so she can't really back out now. After a sigh, Felicia approaches the Teller states that she is here to transfer funds from an off-shore account to another one in the country.

The Teller confirms that she can do this and as the 'clickety-clak' of the keyboard starts, the nearly white haired woman pulls out her cellphone to check the time and to see if she has any messages… at least that's what Felicia wants an on-lookers watching to see. In truth, she presses an app on her phone and that activates a kill-switch at the OsCorp power plant in Brooklyn. It flips the breaker for lower Manhattan's power supply and instantly Wall Street has no power for five minutes.

The power suddenly goes off in the building. Everyone is confused and curious though the manager comes out after a few minutes and assures everyone that it's a hiccup in the power grid and power should be back on in a few minutes… The nearly white haired woman excuses herself from the teller window and heads out of the large stone faced building. She opens her cellphone and calls a certain contact.

"You're up… now I'm going back to my other job." She says and ends the call before any reply can be heard.

"Well, that's sweet of you to tell me." Harry says as he moves his hand from his ear… but Felicia has already ended the call. He smiles wickedly as he watches Dr. Octavius activate the special cutting laser in one of his four metal arms. His goggles are down as the brilliant blue light beam cuts through the reinforced concrete as he supports his weight with his other three arms.

Harry is hovering on his glider and ready to go as he watches, Alex O' Hirn, the snippy Irish man on the team, is ready in his Rhino mech suit, Adrian is busy off to the far side with an eye on his wrist display keeping track of the electrical snafu, and the Lizard stands, mindlessly, off to the other side shifting his weight from foot to foot as his long tail waves and flits behind him. The laser stops cutting and Dr. Octavius turns to look at Harry.

"It's cut through." The doctor says as the laser stops and the metal arm returns to the ground. His long greasy dark hair falls into his face as he moves away from the wall. His flesh legs dangle below him and his hands clutch at his chest.

"Good… now all that's required is a hard shove." Harry says and looks to the Rhino. The metal horned head nods as the fists pound together… and the Rhino charges. When the mech hits the wall, it gives and the cut slab moves.

"Lizard…" Harry says to the transformed and controlled Dr. Connors as he presses a button on the display upon his left forearm. "Take care of the guards." Harry adds with a dark smirk… and with the press of another button… The Lizard snarls and rushes forward scurrying about over the floor. He claws through an access door and dashes down the red lit narrow halls on the floor and along the walls scenting his way towards the guard station for the gold vault. He slinks up to the corner but pauses on the ceiling as gunfire erupts. The flickering red lights and the emergency flood lights add an eerie feeling to the drama that is unfolding.

"What the hell?!" A guard says panicked as he fires away at the on-coming monstrosity racing along the ceiling and wall.

"The phones are down! I can't get anyone down here to help us." A second guard says worriedly. The Lizard then lounges in at them… claws and fangs bared, ready to render flesh from bone… and dying screams fill the air as blood splashes about hitting the walls whilst the Lizard mindlessly performs his task of killing. He then moves on to the next area.

* * *

><p>The Rhino pushes the six foot thick slab through the cut hole and suddenly he surrounded by gold bars inside rooms all around with cage doors…<p>

"Jesus, Mary, and Joseph… look at that shiny blessed sight." Alex O' Hirn says as he opens the suit up to look at all the gold. Adrian and Harry come in… Harry on his glider and Adrian pulls in a conveyer belt which Dr. Octavius is setting up the other end of readying to transport as much gold as they can. Soon bars upon bars are being taken out as soon as the Rhino pulls the barred doors off.

"Rhino… go a few blocks down… start some problems with traffic… and be sure to draw away any heroes that show up." Harry says and Alex turns the suit to look at Harry.

"Sure… why not?" Alex says as the suit closes up.

"Oh and more thing… let me know if Spider-Man makes an appearance." Harry says… The Rhino mech suit pauses and half turns then starts off again moving out the hole that the gold is going out of. The Rhino struts past Dr. Octavius who is busy loading a subway car full of the gold bricks. The large mech suit then jogs down the tunnels and finds an opening to the open sky.

"Today is a good day." Alex says with a smile as he takes a moment to enjoy the sunshine and the fact that he has a pile of gold bricks with his name on them waiting for him… but first, he has to complete his task.

The Rhino jumps down and starts smashing through the streets slamming into vehicles and knocking them out of the way as he runs west through lower Manhattan. He is enjoying himself thoroughly but when he charges a bus full of people intent on running through it with a twisted glint in his eye… the Rhino is stopped suddenly and pulled back.

"I thought me and Iron Man stopped you nearly three months ago?" Spider-Man says as he tugs at the two web lines pulling the large mech suit back. Alex looks at the display for the back facing camera and groans at the sight of the Wall-crawler.

"I'm the new and improved Rhino… so bugger off!" Alex yells, his voice tinny over the speakers of his suit. Spider-Man's 'spidey sense' tingles a little then suddenly some thrusters on the back and boots fire. Before he knows it… Spider-Man is airborne hanging on to his web lines for dear life as he is taken on a ride. The back thrusters quickly burn through one web line. Spider-Man fires another off catching a stoplight post then quickly ties it off with the other web line which goes taut a split second after.

"Ha! I got a Rhino on a line." Spider-Man says as he watches the large mech suit tug and pull to free itself from the hold then its thrusters stop and the Rhino lands on his knees… he turns his metal head to Spider-Man… "Uh-oh." Spider-Man says as he realizes what is about to happen… for suddenly the Rhino charges. Spider-Man jumps up high… twists his body and flips just right to miss the sharp horn that chases after him eager to gore into his lithe frame. In the space of a split second, Spider-Man sees his reflection in the polished surface of the horn.

"That was a little too close for comfort." Spider-Man says as he lands on the side of a building. The Rhino mech suit then shifts and changes as some heavy guns come out of the arms. "Really?!" Spider-Man says heatedly then the guns fire and he flips and web swings away. He hits the emergency button on his wrist communicator (a gift from Tony cause he's a nice guy like that) then scrambles around a corner of another building to hide as he waits for back-up to arrive.

"Is the little Spider scared?" Rhino says with a chuckle as he struts to the corner Spider-Man disappeared behind. The mech suit is suddenly hit from the right side by a thrown car. There's no one inside of it as it hits and knocks the Rhino down.

"No!" Spider-Man says as he lands on top of the car that now pins the new Rhino to the pavement. Webbing is quickly thrown down to secure the threat.

"Did you just lay an egg sack?" Iron Man asks as he hovers over the large blob of webbing and watches Spider-Man crawl all over it.

"Uh… no, I'm a guy, remember? I DO NOT lay eggs, thank you very much." Spider-Man says in his snippiest tone.

"Sorry… thought you were having a Charlotte's Web moment there." Iron Man says as he lands and looks at the bulge of webbing. "That's some pig."

"More like some Rhino." Spider-Man corrects.

"I thought we brought him down?" Iron Man says in his own tinny voice.

"I know! Right?" Spider-Man says then his 'spidey sense' tingles. "Watch out!" He says and jumps away as the Rhino mech suit fires its thrusters and burns through the webbing. An arm goes up and fires at Iron Man who stands presenting his side as he raises his left arm and the mini shield fans out. Tony then fires a repulsor blast from his right palm and hits the Rhino's firing gun arm. That stops the large caliber gunfire for a moment… which all Tony needs.

"Now we do things my way." Iron Man says as his thrusters blast and he hits the quickly standing Rhino square in the face with an armored knee. The force is enough to throw the Rhino back… but the large mech suit gets up after sliding across the pavement and charges at Iron Man who just stands there with arms open wide… then without warning… a crimson streak comes in from the side.

"Well… I was expecting Spidey… but the Space Viking Fabio will do." Iron Man says with a shrug as he looks to where Thor is straddling the metal chest of the Rhino mech suit.

"Pray tell, Metal Beast, why have you disrupted the peace of this city?" Thor shouts as he points at the metal snout with his hammer.

"Fook you!" The Rhino responds and fires his gun arms at Thor. The bullets are stopped by Thor's armor but that doesn't mean he feels nothing.

"Very well then… let it not be said that I did not offer an alternative to battle!" Thor shouts as a ricocheted bullet grazes his bearded cheek and cuts his skin open. Thor then swings his hammer to strike one arm then the other down. The guns are knocked wide and low then stop firing… but they are not damaged.

"Something's not right." Iron Man says as he and Spider-Man watch from the sidelines.

"What? That Thor is straddling a large metal Rhino?" Spider-Man says then his 'spidey sense' kicks in again… "Ooo." Spider-Man flinches as Thor is headbutted away and the Rhino gets up and charges the Asgardian.

"Come, Metal Monster! Let us test your strength!" Thor bellows out and catches the Rhino's horn with Mjolner and grabs at the mech's chest with his other hand. He squeezes and notes how the metal does not give under his mighty grip. In fact, the Prince of Asgard looks at the metal suit and notices how it seems undamaged. "What in the Nine Realms is this?" Thor questions as he halts the Rhino's charge.

"Adamantium suit, bitch!" Alex responds from within. Thor's eyes go wide…

"Jotun silver-steel!" Thor shouts and his efforts redouble. He shifts his hammer down under the Rhino's head then grips lower with his other hand. Thor lifts the Rhino overhead and flings the mech suit away.

"Jotun what now?" Iron Man asks as he flies over and lands next to Thor.

"Silver-steel… or Adamite as we call it on Asgard… it is an unbreakable metal once cooled. Mjolner's metal is an alloy of mystic uru metal and Adamite." Thor explains as he spins the hammer in his palm.

"Really?" Iron Man says as he eyes the hammer more closely now.

"Aye." Thor answers then suddenly something comes down from above but Spider-Man flicks a web line at it catching the object and flinging at the Rhino as he turns taking his crotched fighting stance.

"Who the hell is that?" Iron Man asks as he looks up at the hovering and crazed looking Harry Osborn.

"Tis a Goblin!" Thor comments as he sees the glider and the one riding it. "A green Goblin at that… odd." Thor then adds a bit puzzled as he fully takes in the sight before him.

"Goblin? Green Goblin?" Harry says as he lets those words roll around his tongue for a second. "I like it."

"Okay… Gobby… why don't you just fly away and let the real heroes deal with this menace." Iron Man says calmly. Green Goblin snorts and laughs manically.

"You think I'm here to help _you!_ HA!" Goblin says and moves lower as he crotches on his glider to be more eye level with Iron Man. "I'm here to help _him_." And he points to the Rhino whose suit has shifted to reveal caches of missiles in the thighs and shoulders… all are aimed at Iron Man and Thor.

"Oh boy." Tony mutters as the mini bombs are launched. Green Goblin zips away straight up into the air.

"Oh no you don't!" Spider-Man says as he tags the bottom of the glider with two web lines and goes for a ride as the explosions rock below them on the street. Goblin looks down and snarls at the sight of Spider-Man… but then he smiles wickedly.

"Peter… how perfect for you to follow me. I've got plans for you." Green Goblin says sweetly then sneers at the end as he flips his glider. He throws a handful of caltrops… Spider-Man manages to dodge most of them but one hits him in the side. Harry smiles at that. As they continue the turn, Green Goblin grabs Spider-Man by the throat and slams him into the side of a stone faced building. He quickly grabs the embedded caltrop and twists it.

"You betrayed me… your friend. You turned your back on me… and for what?! To save that pretty piece of a-ahhh!" Green Goblin says then screams in pain as he is shocked. Spider-Man quickly kicks Harry away. The Green Goblin takes the caltrop with him and spins in the air on his glider.

"I knew those Widow Bites would come in handy." Spider-Man says as he fires a web line at Green Goblin… but the bastard dodges and loops in the air to avoid the next one as well.

"You walk away today, Spider-Man… but you won't the next time we meet!" Green Goblin shouts as he hurries away… grinning madly that he got more than he bargained for today.

* * *

><p>Tony launched several mini rockets of his own to stop most of the Rhino's missiles from hitting them but a few managed to slip past and pepper the area around the pair of Avengers. As the explosions stop, Thor whirls Mjolner overhead to clear the smoke from the street level as he generates a swirling wind. The Rhino is gone and the roadway as well as some of the buildings are damaged.<p>

"Great." Tony sighs out as he grumbles about having yet another mess to clean up. "Isn't there like a Norse God of Cleaning that you can summon down here with his mighty broom and dust pan?" Tony then asks Thor who just looks at him confused. "Nevermind."

"What were those villains after?" Thor questions as Spider-Man repeals down to dangle next to them.

"Beats me. That new and _improved_ Rhino was tearing things up when I arrived on the scene." Iron Man says then looks at Spider-Man.

"What? That's what was happening when I showed up as well." Spider-Man answers quickly.

"It doesn't add up." Tony ponders then looks around… they are in the business district… money flows through this part of town like water through the tap. "The power's out." Tony says then suddenly stops and looks back towards Wall Street. "Son of a Bitch!" He then adds and flies off.


End file.
